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360 shall not assign, transfer, or delegate any of its rights and obligations under this Agreement without the <br />written notification to Customer within sixty (60) days of assignment. Any assignment in violation of this <br />Agreement will be void and of no force and effect. All the terms and provisions of this Agreement will be binding <br />upon and inure to the benefit of the parties, their successors, and permitted assigns. <br />(g) Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim <br />to be, a legal representative, partner, franchisee, agent, or employee of the other. This Agreement sets forth the <br />Parties' entire liability and exclusive remedies relating to this Agreement and the Services provided to Customer <br />under this Agreement. <br />(h) Publicity. With Customer's consent, Customer agrees that Agency360 may reference <br />Customer's execution of this Agreement and its status as a user of the Site or Services on Agency360's website, in <br />marketing materials and in sales presentations. Agency360 may use Customer's trade names and trademarks in <br />connection with such usage. <br />(i) Force Majeure. Neither party will be liable to the other for any Force Majeure, provided that the <br />non-performing party gives notice of such condition and continues or resumes its performance of such affected <br />obligation to the maximum extent and as soon as reasonably possible. <br />(j) Counterparts and Electronic Signatures. If this Agreement is manually signed by the parties, <br />(i) it may be executed in counterparts, each of which will constitute an original, and all of which will constitute <br />one agreement; and (ii) a signature transmitted via facsimile, scanned original, or third party e -signature system <br />will be deemed an enforceable signature for the purpose of demonstrating the signing party's assent to the <br />Agreement. <br />(k) Applicable Terms. If Agency360 amends, modifies, alters, revokes, or otherwise changes any <br />material terms of this Agreement ("Amendment"), Agency360 shall notify Customer by giving notice pursuant to <br />Section 13(a) of the Agreement. The Amendment will be effective upon the renewal of the Agreement unless the <br />Customer notifies Agency360 that it does not accept the Amendment within thirty (30) days after receiving notice <br />thereof. If Customer notifies Agency360 as required, Customer will remain governed by the Agreement terms in <br />effect immediately prior to the Amendment. The Customer may not modify this Agreement unless approved in <br />writing by a duly authorized representative of Agency360. <br />(1) Governing Law. Any claims or disputes asserted against Agency360 will be governed by and <br />construed in accordance with the laws of the State of Indiana without regard to its rules regarding conflict of laws <br />and will be subject to the exclusive jurisdiction of the federal or state courts of Hamilton County, Indiana, and the <br />parties hereby consent to personal jurisdiction and venue in such courts and waive any and all objections thereto <br />or to the convenience of any such forum. Any claims or disputes asserted against Customer will be governed by <br />and construed in accordance with the laws of the state in which Customer is located, without regard to its rules <br />regarding conflict of laws and will be subject to the exclusive jurisdiction of the federal or state courts of the state <br />in which the Customer is located, and the parties hereby consent to personal jurisdiction and venue in such courts <br />and waive any and all objections thereto or to the convenience of any such forum. <br />(m) International Use. Although this Software or Site may be accessible worldwide, Agency360 <br />makes no representation the Services, Software or Site are appropriate or available for use in locations outside the <br />United States and accessing them from territories where their contents are illegal is prohibited. Those who choose <br />15 <br />